<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 2000, or
[_] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to __________
Commission File Number 0-12943
CYPRESS BIOSCIENCE, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 22-2389839
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4350 Executive Drive, Suite 325, San Diego, California 92121
(Address of principal executive offices) (zip code)
(858) 452-2323
(Registrant's telephone number including area code)
----------------------------------
Indicate by check (X) whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No[_]
At August 6, 2000, 48,721,077 shares of Common Stock of the Registrant were
outstanding.
This filing, without exhibits, contains 14 pages.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
----
ITEM 1 - Consolidated Balance Sheets as of
June 30, 2000 (unaudited) and December 31, 1999 ............. 3
Consolidated Statements of Operations for the three and six
months ended June 30, 2000 and 1999 (unaudited)............... 4
Consolidated Statements of Cash Flows for the
six months ended June 30, 2000 and 1999 (unaudited)......... 5
Notes to Consolidated Financial Statements (unaudited)....... 6
ITEM 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 8
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk... 12
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings ........................................... 12
ITEM 2 - Changes in Securities and Use of Proceeds.................... 12
ITEM 3 - Defaults Upon Senior Securities.............................. 12
ITEM 4 - Submission to Matters to a Vote of Security Holders.......... 12
ITEM 5 - Other Information............................................ 13
ITEM 6 - Exhibits and Reports on Form 8-K ............................ 13
Signatures ........................................................... 14
2
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CYPRESS BIOSCIENCE, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(Unaudited) (Note)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....................... $ 11,132,373 $ 11,569,966
Accounts receivable from agreement with Fresenius 676,242 387,474
Prepaid expenses ................................ 105,925 389,180
Debt acquisition cost ........................... 116,883 144,654
------------ ------------
Total current assets .......................... 12,031,423 12,491,274
Property and equipment, net ........................ 182,513 226,042
Other assets ....................................... 13,133 20,360
Deferred financing costs ........................... 39,152 93,796
------------ ------------
Total assets .................................. $ 12,266,221 $ 12,831,472
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................... $ 1,097,982 $ 952,932
Accrued compensation ........................... 130,606 135,211
Accrued liabilities ............................ 463,738 478,477
Current portion of convertible debentures ...... 275,000 --
Current portion of long-term obligations ....... 1,270,463 850,108
------------ ------------
Total current liabilities ................. 3,237,789 2,416,728
Convertible debentures.............................. -- 400,000
Long-term obligations, net of current portion ...... 1,600,300 2,269,891
Stockholders' equity:
Common stock, $.02 par value; 75,000,000 shares
authorized, 48,708,816 and 46,314,110 shares
issued and outstanding at June 30, 2000 and
December 31, 1999, respectively............. 974,176 926,282
Additional paid-in capital .................... 99,274,627 94,609,138
Accumulated deficit ........................... (92,820,671) (87,790,567)
------------ ------------
Total stockholders' equity ............... 7,428,132 7,744,853
------------ ------------
Total liabilities and stockholders' equity $ 12,266,221 $ 12,831,472
============ ============
</TABLE>
See accompanying notes.
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles.
3
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CYPRESS BIOSCIENCE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenue:
Product sales ................ $ -- $ -- $ -- $ 588,120
Revenue from Fresenius
agreement ................. 847,878 379,309 1,414,745 379,309
------------ ------------ ------------ ------------
Total revenue ................... 847,878 379,309 1,414,745 967,429
Costs and expenses:
Production costs ............. 115,859 270,141 179,569 789,626
Sales and marketing .......... 1,637,735 1,315,971 3,560,342 2,402,219
Research and development ..... 435,119 459,175 1,282,219 1,140,469
General and administrative ... 748,271 887,719 1,480,108 2,331,372
------------ ------------ ------------ ------------
Total costs and expenses ........ 2,936,984 2,933,006 6,502,238 6,663,686
Other income (expense):
Interest income .............. 198,154 140,126 351,855 192,442
Interest expense ............. (157,742) (10,790) (294,466) (22,680)
Gain on sale of assets, net .. -- 693,283 -- 693,225
------------ ------------ ------------ ------------
40,412 822,619 57,389 862,987
------------ ------------ ------------ ------------
Net loss ........................ $ (2,048,694) $ (1,731,078) $ (5,030,104) $ (4,833,270)
============ ============ ============ ============
Net loss per share
(basic and diluted) .......... $ (0.04) $ (0.04) $ (0.10) $ (0.11)
============ ============ ============ ============
Shares used in computing net loss
per share (basic and diluted). 48,647,921 43,013,276 48,133,064 42,690,634
============ ============ ============ ============
</TABLE>
See accompanying notes.
4
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CYPRESS BIOSCIENCE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30,
2000 1999
------------ ------------
<S> <C> <C>
Operating Activities:
Net loss .............................................. $ (5,030,104) $ (4,833,270)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization .................... 55,238 190,505
Amortization of deferred compensation ............ -- 239,446
Loss on disposal of property and equipment ....... -- 94,625
Common stock issued for services and expenses .... 107,739 121,750
Changes in operating assets and liabilities, net . 154,536 837,051
------------ ------------
Net cash used by operating activities ........ (4,712,591) (3,349,893)
Investing Activities:
Purchase of equipment .............................. (11,708) (112,346)
Proceeds from business transferred ................. -- 3,216,667
Proceeds from sale of assets ....................... -- 14,900
------------ ------------
Net cash provided by (used in)
investing activities ...................... (11,708) 3,119,221
Financing Activities:
Payment of notes payable ........................... (246,235) (16,117)
Deferred financing costs ........................... 82,415 --
Proceeds from exercise of stock options and warrants 4,453,527 6,098,891
Proceeds from private placement of common stock
and warrants ................................... -- 1,500,000
Payment of capital lease obligations ............... (3,001) (12,987)
------------ ------------
Net cash provided by financing activities .... 4,286,706 7,569,787
Increase (decrease) in cash and cash equivalents ...... (437,593) 7,339,115
Cash and cash equivalents at beginning of period ... 11,569,966 5,619,568
------------ ------------
Cash and cash equivalents at end of period ......... $ 11,132,373 $ 12,958,683
============ ============
Supplemental disclosure of cash flow information
Interest paid ...................................... $ 205,469 $36,801
============ ============
</TABLE>
See accompanying notes.
5
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CYPRESS BIOSCIENCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Formation and Business of the Company
The accompanying consolidated financial statements have been prepared by
Cypress Bioscience, Inc. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (the "SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the SEC. The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries. All intercompany accounts and transactions have been
eliminated. In the opinion of the Company's management, all adjustments
necessary for a fair presentation of the accompanying unaudited financial
statements are reflected herein. All such adjustments are normal and recurring
in nature. Interim results are not necessarily indicative of results for the
full year. For more complete financial information, these consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in the Company's 1999 Annual Report on Form 10-K/A filed
with the SEC.
The Company markets the PROSORBA(R) column for the treatment of types of
rheumatoid arthritis ("RA") and idiopathic thrombocytopenia purpura ("ITP"),
which are types of immune disorders, and is engaged in the development of novel
therapeutic agents for the treatment of blood platelet disorders. The PROSORBA
column absorbs antibodies and circulating immune complexes and modulates the
patient's inappropriate immune response to certain diseases. In March 1999, the
Food and Drug Administration ("FDA") granted Cypress marketing clearance to
distribute the PROSORBA column for the treatment of moderate to severe RA. The
Company previously received marketing clearance from the FDA in December 1987 to
distribute the PROSORBA column for the treatment of ITP, an immune-mediated
bleeding disorder. The Company is also developing Cyplex(TM), a platelet
alternative, previously known as Infusible Platelet Membranes, as an alternative
to traditional platelet transfusions.
2. Fresenius Agreements
In March 1999, Cypress entered into an agreement with Fresenius AG of Bad
Homburg, Germany and its U.S. subsidiary, Fresenius Hemotechnology, Inc.
("FHI"). The agreement provides Fresenius with an exclusive license to
distribute the PROSORBA column in the U.S., Europe, Latin America, and subject
to certain conditions, Japan and certain other countries. Upon signing of the
agreement, Cypress received a total of $1.5 million from Fresenius consisting of
the purchase of 297,530 shares of Cypress common stock for $1.0 million, and
$500,000 for the purchase of three-year warrants to buy 342,466 shares of
Cypress common stock at $7.50 per share.
In the U.S., Cypress and FHI jointly market the PROSORBA column. Cypress
and FHI share in clinical trials and sales and marketing expenses in the U.S.,
subject to certain annual dollar limits. Fresenius has exclusive distribution
rights and responsibility for clinical trials and
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registration of the product overseas. In the U.S., net profit is split 50/50
until PROSORBA column revenue reaches a pre-determined sales threshold, after
which time Cypress will receive 60% of the profits and Fresenius will receive
40%. Net profits will be split 50/50 outside the United States.
Revenue from the Fresenius agreement for the quarter and six months ended
June 30, 2000 consisted of Cypress's pro rata share of sales by Fresenius. Until
profits are generated, Cypress will recognize revenue based on the payments from
Fresenius, which are generally determined as the ratio of allowable expenses
incurred for production, research and development and sales and marketing by
Cypress compared to allowable expenses incurred by Cypress and Fresenius under
the agreement.
The agreement also included an option for Fresenius to purchase assets used
in Cypress' manufacturing facilities in Redmond, Washington. In April 1999,
Fresenius exercised its option and acquired the asset related to the PROSORBA
column manufacturing function for $5.2 million. During 1999 Cypress recorded a
total gain on the sale of approximately $2.5 million recognized from inventory
and manufacturing assets.
3. Inventories
In April 1999, Fresenius acquired the PROSORBA column manufacturing
facility. As a result the Company had no inventory as of June 30, 2000 or
December 31, 1999.
4. Net Loss Per Share
The computation of net loss per share is based on the weighted average
number of shares of common stock outstanding for each period. Common stock
equivalents related to options, warrants and convertible debentures are
excluded, as their effect is antidilutive.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following
discussion contains forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934 that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed below and
elsewhere in this 10-Q. Factors that could cause or contribute to such
differences include, without limitation, those discussed in this section, as
well as other sections of this 10-Q, and those discussed in the Company's Annual
Report on Form 10-K/A for the year ended December 31, 1999.
Company Overview
In March 1999, the Company entered into an agreement with Fresenius
Hemotechnology Inc. ("FHI"), a U.S. subsidiary of Fresenius AG ("Fresenius") of
Bad Homburg, Germany. FHI is a leading provider of apheresis equipment and
disposables. The agreement provides Fresenius with an exclusive license to
manufacture and distribute the PROSORBA column in the U.S., Europe, Latin
America, and subject to certain conditions, Japan and certain other countries.
In April 1999, the Company and Fresenius launched the sale of the PROSORBA
column for the treatment of moderate to severe rheumatoid arthritis ("RA") in
adult patients with long standing disease who have failed or are intolerant to
disease-modifying anti-rheumatic drugs ("DMARDs"). The PROSORBA column had been
previously approved for idiopathic thrombocytopenia purpura ("ITP"), a rare
hematologic disorder.
Also in April 1999, Fresenius exercised its option to acquire the PROSORBA
column manufacturing facility and related assets, located in Redmond,
Washington, for $5.2 million. During 1999 Cypress recorded a total gain on the
sale of $2.5 million.
Results of Operations
Sales of the PROSORBA column are booked as revenues by FHI, based on the
terms of the partnership agreement. Expenses incurred related to the PROSORBA
column are reimbursed to the party incurring such expenses. Until profits are
generated, Cypress will recognize revenue based on the payments from Fresenius,
which are generally determined as the ratio of allowable expenses incurred for
production, research and development and sales and marketing by Cypress compared
to allowable expenses incurred by Cypress and Fresenius under the agreement. In
the U.S., net profit is split 50/50 until PROSORBA column revenue reaches a pre-
determined sales threshold, after which time Cypress will receive 60% of the
profits and Fresenius will receive 40%. Net profits will be split 50/50 outside
the United States.
Total PROSORBA column sales for the quarter and six months end ended June
30, 2000 totaled $2.3 million and $3.6 million respectively, compared to
$585,000 and $1.2 million for the same periods of 1999. The increase in PROSORBA
columns sales for the quarter and six months ended June 30, 2000 compared to the
same periods of 1999 is a result of the Company's sales and marketing efforts to
market the PROSORBA column for the RA indication, and a bulk purchase of 1,000
columns in June 2000 by Fresenius Medical Care North America ("FMCNA"), a
subsidiary of Fresenius Medical Care AG. Earlier this year, Cypress announced a
pilot program with FMCNA to facilitate the delivery of apheresis treatments
using the PROSORBA column in the rheumatologist's office. The 1,000 PROSORBA
columns purchased in June were purchased to support this program. FMCNA has
committed to purchase up to an additional 3,000
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PROSORBA columns in the second half of 2000. These columns will be used to
support the pilot program as well as existing contracts FMCNA already has in
place with approximately 200 hospitals to provide therapeutic apheresis
treatment in the traditional hospital outpatient setting.
Total revenue recorded by Cypress for the second quarter of 2000 was
$848,000, compared to $379,000 for the same period in 1999. Total revenues for
the six months ended June 30, 2000 totaled $1.4 million compared to $967,000 for
the same period of 1999. Prior to April 1999, Cypress recorded sales of the
PROSORBA column as product revenue. As a result, total revenue reported by
Cypress for the quarter and six months ended June 30, 2000 is not comparable to
the same periods of 1999. The increase in revenue from the Fresenius agreement
in 2000 is a result of the increased sales of the PROSORBA column as previously
stated, which in turn led to an increase in revenue from the Fresenius
arrangement allocated to Cypress.
Operating expenses for the quarter and six month period ended June 30, 2000
were $2.9 million and $6.5 million, respectively, compared to $2.9 million and
$6.7 million for the same time periods in 1999. As a result of Fresenius'
purchase of the Company's manufacturing plant in April 1999, the Company does
not include manufacturing costs in production expenses for the PROSORBA column
after April 1999. Therefore, operating expenses for the periods in 2000 are not
directly comparable to the periods in 1999. Nevertheless, total operating
expenses were relatively consistent, due to decreases in production expense and
general and administrative expenses, offset by an increase in sales and
marketing expenses.
Production expenses were $116,000 and $180,000 for the quarter and six
months ended June 30, 2000, respectively, compared to $270,000 and $790,000 for
the comparable periods in 1999. Production costs decreased during the quarter
and six months ended June 30, 2000 due to Fresenius' acquisition of the PROSORBA
column manufacturing facility in April 1999. As a result, the Company did not
record production costs associated with manufacturing the PROSORBA column during
the period of January through April of 2000, as it had during the same period of
1999. As of April 1999, production expenses are comprised of royalties based on
total sales. The royalties are a result of license agreements on patents
associated with the manufacturing of the PROSORBA column.
Sales and marketing expenses were $1.6 million and $3.6 million for the
quarter and six months ended June 30, 2000, respectively, up from $1.3 million
and $2.4 million for the same periods of 1999. The increase of approximately 24%
and 48% for the quarter and six months ended June 30, 2000, respectively, from
the same periods of 1999 are due to sales and marketing efforts associated with
PROSORBA column for the RA indication. These efforts were launched in April
1999, and as a result, the quarter and six months ended June 30, 2000 reflect
marketing expenses associated with the PROSORBA column or the RA indication in
each month, while the same periods in 1999 do not. The Company expects sales and
marketing expenses to increase over the next two quarters as a result of
attendance at trade shows and sales and marketing training costs associated
with turnover within the sales group increase. In the U.S., Cypress and
Fresenius will jointly market the PROSORBA column.
Research and development expenses were $435,000 and $1.3 million for the
quarter and six months ended June 30, 2000, respectively, compared to $460,000
and $1.1 million for the
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corresponding periods of 1999. Expenses for the second quarter 2000 compared to
the same period of 1999 were relatively consistent. For the six months ended
June 30, 2000 total research increased approximately $142,000 compared to the
same period of 1999. The increase is due to costs incurred for a February 2000
investigator recruitment meeting jointly sponsored by Fresenius and Cypress, and
was partially offset by the absence of costs associated with the FDA clearance
process, which were incurred during the first quarter of 1999. The Company
initiated one of its two mandatory post approval trials in the second quarter of
2000. Patient enrollment in the trial is expected during the third quarter of
2000. The second trial is expected to begin later this year. The Company expects
to incur higher research and development expenses in connection with the
mandatory trials as patient enrollment increases in each of the trials, and
Cyplex research and development expenses begin to increase during the second
half of 2000.
General and administrative expenses were $748,000 and $1.5 million for the
quarter and six months ended June 30, 2000, respectively, down from $888,000 and
$2.3 million for the comparable periods of 1999. The decrease of $139,000 in
expense for the quarter ended June 30, 2000 from the same period of 2000 is
primarily related to decreased professional fees incurred in 1999. The decrease
of $851,000 in expenses for the six months ended June 30, 2000 compared to the
same period of 1999 is related to a decrease in business development activity in
2000 compared to 1999, primarily associated with negotiating the Company's
agreement with Fresenius. The Company expects to incur higher general and
administrative expenses during the third quarter of 2000 as previously agreed
upon retention bonuses are paid to the Company's executive management.
Additionally, in August of 2000 the Company's president and Chief Operating
Officer elected to terminate his employment with the Company to pursue other
opportunities. The Company is in the process of identifying a replacement.
Liquidity and Capital Resources
The Company's cash and cash equivalents at June 30, 2000 totaled $11.1
million, compared to $11.6 million at December 31, 1999. The net decrease in
cash is primarily due to the proceeds of approximately $4.5 million from the
exercises of stock options, offset by $4.7 million cash used in operations.
Working capital at June 30, 2000 totaled $8.8 million.
The Company believes its cash and cash equivalents balance on June 30,
2000, together with the revenues the Company anticipates will be received under
the Fresenius agreement, are sufficient to fund operations through the year
2000. In addition, to the extent the Company decides to develop and/or acquire
products other than the PROSORBA column, including Cyplex(TM), it will be
required to raise additional capital. The amount of capital required by the
Company is dependent upon many factors, including the following: the Company's
ability to successfully market the PROSORBA column for the RA indication,
results of and the costs associated with the mandatory post approval clinical
trials, results of current research and development efforts, the FDA regulatory
process, costs of commercialization of products and potential competitive and
technological advances and levels of product sales. Because the Company is
unable to predict the outcome of the foregoing factors, some of which are beyond
the Company's control, the Company is unable to estimate with certainty its mid
to long-term capital needs. Although the Company is seeking to raise additional
capital through a combination
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of additional equity sources, there is no assurance the Company will be able to
raise additional capital through such sources or the funds raised thereby will
allow the Company to maintain its current and planned operations. If the Company
is unable to obtain additional capital, it will be required to delay, scale back
or eliminate some or all of its planned research and development activities
related to additional product opportunities.
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
The Company invests its excess cash in U.S. government securities and money
market funds with strong credit ratings. As a result, the Company's interest
income is most sensitive to changes in the general level of U.S. interest rates.
The Company does not use derivative financial instruments, derivative commodity
instruments or other market risk sensitive instruments, positions or
transactions in any material fashion. Accordingly, the Company believes that,
while the investment-grade securities it holds are subject to changes in the
financial standing of the issuer of such securities, the Company is not subject
to any material risks arising from changes in interest rates, foreign currency
exchange rates, commodity prices, equity prices or other market changes that
affect market risk sensitive instruments.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
On November 1, 1989, the Company entered into a Distribution Agreement
with Ditassa S.A. with respect to the distribution of the PROSORBA
column in the territory of Spain. The Company terminated the Ditassa
Agreement in May 1999. However, Ditassa has claimed that the Company
breached the Ditassa Agreement both during the term of the Ditassa
Agreement and by terminating the Ditassa Agreement and has requested
monetary damages. If the resolution of these claims is not in favor of
Cypress, it may have a material adverse effect on the Company's
results of operations, liquidity and financial position. However, the
Company believes that the claims made by Ditassa are without merit and
will vigorously defend against the claims.
ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders (the "Annual Meeting") of the
Company was held on July 27, 2000. The Company had 48,655,895 shares
of common stock outstanding and entitled to vote as of June 9, 2000,
the date of record of the meeting. At the meeting holders of a total
of 42,059,451 shares of common stock were present in person or
represented by proxy. The following sets forth a brief description of
each matter voted upon at the Annual Meeting and the results of the
voting on each such matter:
(1) For the elections of the nominees as class of 2003 directors:
Withheld Authority
For or Against
------------------ ------------------
Jay D. Kranzler, M.D., Ph.D.. 41,730,007 329,444
David Golde, M.D ............. 41,730,007 329,444
The Company's Board of Directors is comprised of the individuals
elected this year and the following directors completing the
following terms: Jack Vaughn and Sam Anderson, whose terms expire
in 2001, and Mark C. Rogers, M.D. and Larry J. Kessel, M.D.,
whose terms expire in 2002.
(2) To approve the Company's 2000 Equity Incentive Plan which
provides grant of incentive stock options, nonstatutory stock
options, stock bonuses and restricted stock purchase awards.
For Against Abstained
---------------- --------------- ---------------
21,714,715 1,717,363 118,432
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(3) To ratify the Board's selection of Ernst & Young LLP to continue
as the Company's independent auditors for the fiscal year ending
December 31, 2000. Stockholder ratification of the selection of
Ernst & Young as the Company's independent auditors is not
required by the Company's Bylaws or otherwise. However, the Board
is submitting the selection of Ernst & Young to the stockholders
for ratification as a matter of good corporate practice.
For Against Abstained
---------------- --------------- ---------------
41,902,829 102,638 53,984
ITEM 5 - OTHER INFORMATION
Not applicable
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Cypress Bioscience, Inc.
August 14, 2000 /s/ Jay D. Kranzler
-------------------
Chief Executive Officer, Chief Financial
Officer and Chairman of the Board
(Principal Executive Officer and
Principal Financial and Accounting
Officer)
14
